THESE TERMS OF USE (THESE “TERMS OF USE”) DEFINE THE RELATIONSHIP BETWEEN AUCTION
MOBILITY LLC (THE “COMPANY”, “WE”, “US” OR “OUR”) AND YOU, THE PERSON ACCESSING OUR
AUCTION EXPERIENCE MANAGEMENT PLATFORM OVER THE WEB AT HTTP://RACHELDAVISFINEARTS.COM (THE
“SITE”) AND/OR DOWNLOADING OR USING OUR AUCTION EXPERIENCE MANAGEMENT PLATFORM
MOBILE APPLICATION(S) (THE “APPLICATION”) AND REGISTERING FOR OUR SERVICES (“YOU” OR
“YOUR”). WE MAKE THE SITE AND APPLICATION AVAILABLE TO YOU ON BEHALF OF RACHEL DAVIS FINE ARTS (THE “AUCTION HOUSE”).
BY USING THIS SITE AND APPLICATION, YOU AGREE TO BE BOUND BY THE AUCTION HOUSE'S CONDITIONS OF SALE (https://racheldavisfinearts.com/privacy-policy.) WHICH ARE INCORPORATED BY REFERENCE.
YOU MAY USE THE SERVICES (DEFINED BELOW) ONLY IF
YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING
THE SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF
YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND
MAY NOT DOWNLOAD OR USE THE SITE OR APPLICATION OR USE THE SERVICES. YOU MAY USE THE
SERVICES ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND
REGULATIONS.

Binding Arbitration

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO
THESE TERMS OF USE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE
WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION AND APPLICABLE
LAW” BELOW. PLEASE READ THE SECTION TITLED “BINDING BILATERAL ARBITRATION AND
APPLICABLE LAW” CAREFULLY.

Services

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Site and Application. We
may terminate these Terms of Use at any time by suspending or terminating access to the Services and/or notifying you.
You can see when these Terms of Use were last revised by referring to the “Updated” legend above. The Site and
Application allow you to place bids, monitor live auctions and other related activities (collectively, the
“Services”). Your continued use of the Services after we have posted revised Terms of Use signifies your acceptance
of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing
and signed by our duly authorized representative or posted to the Site and/or Application by our duly authorized
representative.

Agreement with Respect to Terms of Use

These Terms of Use constitute a legally binding agreement between the Company and you. You acknowledge that you
have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further
acknowledge that these Terms of Use, together with the Privacy Policy (defined below) and terms governing any
individual section of the Site or Application, represent the complete and exclusive agreement between us, and supersede
any proposal or prior agreement oral or written, and any other communications between us relating to the Site,
Application and Services.

Registration and Privacy

To register with us and use the Site or Application, we require that you provide certain information,
including your name, email address, username and password (collectively, your “Account Information”). If you
provide any information that is untrue, inaccurate, not current or incomplete, or if you impersonate someone else, or we
have reasonable grounds to suspect so, we may terminate your account and refuse any and all current or future use of the
Site and Application by you.

We are committed to your privacy, and our privacy policy (the “Privacy Policy”) explains how we use, store and protect
your Account Information and other information you provide to us. You can read the Privacy Policy here: https://racheldavisfinearts.com/privacy-policy.

You are solely responsible for maintaining the confidentiality of your user name and password. You must notify us
immediately of any unauthorized use of your Account Information. We will not be responsible for any losses arising out
of the unauthorized use of your account and you will indemnify and hold us harmless from and against any losses,
damages, claims or liabilities relating to the improper, unauthorized or illegal uses of your account.

Use and Restrictions

Content

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and
computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available
on the Site and Application (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by
trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition
laws.

The Application and Services are licensed, not sold. The Content, Site and Application, and all related intellectual
property, are solely and exclusively owned by us and/or our licensors and suppliers. We grant you a personal, limited,
nontransferable license to download, display and use the Application and use the Services available through the Site
strictly in accordance with these Terms of Use. This license does not allow you to use the Application on any device that
you do not own or control. You may not copy, reproduce, republish, post, publicly display, translate or distribute the
Application or Content in any way, except as specifically authorized by the features and functions of the Services (such
as posting to or sharing images with certain social media sites). We grant you no license by implication or estoppel, and
reserve all rights not expressly granted in these Terms of Use. The license granted to you pursuant to these Terms of Use
is solely for your personal use (but not for resale or redistribution) as a user of the Services, and may not be used for any
other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user
interface(s) made available from, on or through the Application or Site. You have no right or claim of right to the
Content or any unique ideas found on the Application or Site.

Links to Other Sites

The Application and Site contain links to other independent third-party web sites, and we provide links to third-party
websites as part of the Services (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience
to you and based upon your Account Information or the Content you elect to view. Such Linked Sites are not under our
control, and we are not responsible for and do not endorse the content of such Linked Sites, including any products,
information or materials contained on such Linked Sites. You will need to make your own independent judgment
regarding your interaction with these Linked Sites. Some of the content served by us will be from affiliated merchant
sites, and sales through these affiliated sites may generate a commission payable to us. We accept no responsibility for
reviewing changes or updates to, or the quality, content, policies, nature or reliability of third party web sites, including,
without limitation, Linked Sites and websites linking to the Application and/or Site. You should review applicable terms
and policies, including privacy and data gathering practices, of third party web sites, and should make whatever
investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Prohibited Uses

You may not use the Application, Site or Services for illegal or unlawful or malicious activities or for activities that we
deem improper for any reason whatsoever in our sole judgment. While using the Application, Site and Services, you
may not: (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or
entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk,
intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or
rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission, or solicit
another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses,
defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile
or disassemble any portion of the Application, Site or Services; (f) “frame” or “mirror” any portion of the Application,
Site or Services; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process
to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the
Application, Site or Services; (h) harvest or collect information about or from other users of the Application, Site or
Services; (i) use the Application, Site or Services for any illegal activity; (j) probe, scan or test the vulnerability of the
Application or Site, nor breach the security or authentication measures on the Application or Site or take any action that TERMS OF USE
imposes an unreasonable or disproportionately large load on the infrastructure of the Application or Site, such as a denial
of service attack; (k) access or use any portion of the Content or Services if you are a direct or indirect competitor of the
Company, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the
Company; (l) use or distribute any Content to directly or indirectly create or contribute to the development of any
database or product; or (m) facilitate or encourage any violations of this Section.

Warranties, Disclaimers and Limitations of Liability

Your Warranties

You represent and warrant to us that (a) all information, including, without limitation, Account Information, that you
provide to us is accurate and truthful, (b) you have the authority to share Account Information with us and to grant us the
right to use Account Information as provided in these Terms of Use and Privacy Policy and (c) your use of the Services
pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a
party or are otherwise bound.

Disclaimer of Warranties

ALTHOUGH WE MAKE EFFORTS TO PROVIDE AN ACCURATE APPLICATION AND SITE, THE
APPLICATION, SITE AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS
AVAILABLE”. THE COMPANY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL
REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE
APPLICATION, THE SITE, THE SERVICES, AND ANY INFORMATION OR DATA WE PROVIDE TO YOU,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE,
MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS, (3) THOSE
ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND (4)
THAT ACCESS TO OR USE OF THE APPLICATION, SITE, CONTENT OR SERVCIES WILL BE
UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE APPLICATION,
SITE AND SERVICES IS AT YOUR OWN RISK.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH THESE TERMS OF USE,
YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND UNINSTALL THE
APPLICATION.

Your reliance upon the information available on the Application and/or Site or through use of the Services and your
interactions with third parties identified through the Services is SOLELY AT YOUR OWN RISK. The Services may be
subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic
communications and mail delivery systems. We are not responsible for any delays, delivery failures or other damages
resulting from such problems. We reserve the right to do any of the following, at any time, without notice: (1) to modify,
suspend or terminate operation of or access to the Application, Site and Services, or any portion thereof; and (2) to
interrupt the operation of the Application, the Site and/or provision of Services, or any portion thereof, as necessary to
perform routine or non-routine maintenance, error correction, or other changes, or to comply with laws.

Limitations of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, APPLICATION OR THEIR RESPECTIVE
CONTENT, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE SITE, THE APPLICATION OR RELATED
SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT, SOFTWARE,
PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE SITE, THE APPLICATION OR
THEIR RESPECTIVE CONTENT, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE SITE, USE OF
THE APPLICATION OR USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF
DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE SITE
OR THE APPLICATION, AND ALL OTHER USE OF THE SITE OR APPLICATION, IS DONE AT YOUR OWN
DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

THE AGGREGATE AND CUMULATIVE LIABILITY OF COMPANY TO YOU OR ANY THIRD PARTY FOR ALL
DAMAGES ARISING OUT OF OR RELATED TO THESE TEMRS OF USE SHALL NOT EXCEED ONE HUNDRED
DOLLARS ($100).

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, THE APPLICATION OR THEIR RESPECTIVE
CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
DISCONTINUE USING THE SITE AND UNINSTALL THE APPLICATION.

Indemnification

You will indemnify and hold the Company and its Affiliates harmless with respect to any suits or claims arising out of (i)
your breach of these Terms of Use, including, but not limited to, any infringement by you of the copyright or intellectual
property rights of any third party; (ii) your fraudulent or malicious use of the Site, the Application and/or Services or
your misuse or abuse of the Site, Application and/or Services or (iii) your violation of applicable laws, rules or
regulations in connection with your use of the Site, Application or Services. YOU AGREE TO INDEMNIFY AND
HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT
NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING
OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANY
AND/OR ITS PARTNERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND
REPRESENTATIVES OF THESE TERMS OF USE.

This arbitration agreement is intended to be broadly interpreted and includes claims, controversies or disputes arising out
of or relating to the Terms of Use or any aspect of the relationship between us, whether based in contract, tort, statute,
fraud, misrepresentation or any other legal theory, all of which shall be considered within the meaning of “dispute”
herein.

WAIVER OF CLASS-WIDE PROCEEDINGS: You agree that, by entering into these Terms of Use, you and the
Company are each waiving the right to participate in a class action or class arbitration. Each party to this
agreement agrees and covenants that it will not initiate any class-wide proceedings, including class actions or class
arbitrations, against another party, and will not act as a class representative or class member. This provision constitutes
an agreement that any dispute will be resolved exclusively on a bilateral basis between the parties, with each party acting
in his/her/its individual capacity. Further, unless both parties agree otherwise, the Arbitrator (defined below) may not
consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class
proceeding. The Arbitrator may award relief only in favor of the individual party seeking relief and only to the extent
necessary to provide relief warranted by that party’s individual claim. If for any reason this prohibition on class
arbitration is not or cannot be enforced, then the agreement to arbitrate will not apply.

Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by
the office of JAMS (“JAMS”) in Boston, Massachusetts or in the office nearest to the county (or parish) of your
registration address in accordance with JAMS’s then-existing Comprehensive Arbitration Rules & Procedures. The
Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic
damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential
damages—the right to all of which you hereby waive. Each party shall bear its own attorneys’ fees, costs and
disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and
JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and
costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator.
Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a
written statement of decision describing the material factual findings and conclusions on which the award is based,
including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award
within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent
jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and
protections which may otherwise be available if a claim or dispute were determined by litigation in court, including,
without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to
a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative
proceeding, and the right to invoke formal rules of procedure and evidence.

Notwithstanding the JAMS Comprehensive Arbitration Rules and Procedures, the foregoing or any other provision of
these Terms of Use (including this arbitration agreement), any disagreement or dispute concerning arbitrability (whether
a particular dispute is arbitrable) or the scope of this arbitration agreement shall be resolved by the United States District
Court for the federal district in which you reside. If that United States District Court lacks subject matter jurisdiction,
then any such disagreement or dispute shall be resolved by the state court of general jurisdiction embracing the area in
which you reside. By way of example only (and not by limitation), if the parties do not agree on whether a particular
dispute is subject to arbitration under this arbitration agreement, the proper tribunal to decide such dispute is the United
States District Court (for the appropriate district, as provided above) or, absent subject matter jurisdiction in that United
States District Court, in the appropriate state court (as described above). The arbitrator shall stay all arbitration
proceedings pending a decision from the appropriate court on disputes under this paragraph. The Arbitrator shall follow,
adhere to and defer to the decision, order, decree or judgment of the court following the court’s decision of any such
dispute under this paragraph. Any action, award or partial award of the Arbitrator in contravention of this limitation may
be the subject of court appeal by the aggrieved party. No other aspect of any ruling by the Arbitrator shall be appealable,
and all other aspects of the Arbitrator’s ruling shall be final and non-appealable, except as set forth herein.
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”)
governs its interpretation and enforcement. This agreement to arbitrate shall survive termination of the Terms of Use. To
the extent they do not conflict with the FAA, these Terms of Use are otherwise governed by the laws of the State of
Delaware without regard to conflicts of laws principles. Access or use of the Site and/or Application is unauthorized in
any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this
paragraph.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as
a result of these Terms of Use or accessing or using the Site, the Application or their respective contents. The Company’s
performance under these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms
of Use is in derogation of the Company’s right to comply with governmental, court and law enforcement requests or
requirements relating to your access or use of the Site and/or Application or information provided to or gathered by the
Company with respect to such use.

Interpretation

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but
not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable
provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the
original provision and the remainder of the Terms of Use shall continue in effect. A printed version of these Terms of
Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon
or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and
records originally generated and maintained in printed form. Except as otherwise specified in these Terms of Use, all
notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i)
personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed
facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following
address: Auction Mobility, 192 South St., Suite 200, Boston MA 02111, and notices to you will be sent to the email
address you provide to us, which addresses may be updated from time to time upon written notice to the other party. No
forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver
of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any
later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise.
We may assign our rights and privileges under these Terms of Use (including your user registration), without your
consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets,
or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Use shall bind and
inure to the benefit of the parties, their respective successors and permitted assigns.

Term and Termination

The term of these Terms of Use will continue for as long as you access and use the Application, Site and/or Services.
Sections titled “Content,” “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms of
Use.